What You Need to Know about Company Registration 2023

Company registration is a very critical part of starting any business as that is what gives you the legitimacy to operate. However, there are certain things you have to know while you are preparing to register your company.

• Which department registers business in Ghana?

The Office of the Registrar of Companies (ORC) is the agency mandated in the Republic of Ghana to register businesses.

Requirements for Registering an External Company

•  The business address of the Parent Company
• The business address of the branch office in Ghana
• Notarized power of attorney for the local manager

• What are the requirements for registering a company limited by shares?

To register a company limited by shares, the basic requirements are as follows;

• Name of the company
• Nature of business
• Address of the company
• Stated Capital
• Email address and telephone number for the company.
• TIN of directors, shareholders, company secretary and auditors
• Particulars of directors, shareholders, secretaries and auditors.

READ ALSO: How to Register a Company Limited by Shares in Ghana

• What are the requirements for registering an external company in Ghana?

Registering an external company is quite different from registering any other company.

For external companies’ registration, the requirements are;

• Name of company
• Address of company
• Email address and telephone number
• A notarized company registration document of the parent company
• Particulars of the local manager.
• TIN of Local manager

• What are the requirements for registering an NGO in Ghana?

Registering a company limited by guarantee requires the following documents;

• Name of company
• Nature of business
• Address of company
• Amount guaranteed
• Particulars of Executive Council members, Subscribers, company secretary and auditors
• TIN of Executive Council members and Subscribers, company secretary and auditors

• How do I obtain forms for business registration in Ghana?

Forms for registration of business in Ghana are purchased at the in-house bank at Registrar General’s Department. It is also downloadable from https://rgd.gov.gh/forms.html.

• How long does it take to register a business in Ghana?

Registration of business in Ghana is quite easy, however, registration can be delayed if the documents for registration are not valid or not accurate. Registration of business takes a period of 20-30 days.

• Can one person act as director of a company in Ghana?

Absolutely No! The law states that the directors of every company registered under the laws of Ghana must be at least TWO. Therefore, one person cannot be the sole director of a company.

• Can one person act as director and also as a Company Secretary of a company in Ghana?

With a director doubling as a Company Secretary, the Companies Code 1963 (Act 179) permitted it. However, under the new Companies Act 2019 (Act 922) a director can only act in the capacity of a Company Secretary if he meets the qualifications specified, if not the service of a qualified person or company would be required by the company.

• Must all the directors of a company be residents of Ghana?

Either all directors or at least one should be residents of Ghana.

• Must the local manager of an external company be resident in Ghana?

To register an external company, the law demands that the local manager of the company be resident in Ghana. Therefore, the address of the local manager should be in Ghana.

READ ALSO: Six Costly Business Start-up Mistakes Investors Make in Ghana

• Can a foreigner register a sole proprietor business d in Ghana?

The law does not permit foreigners to own sole proprietor businesses. It is solely for Ghanaians.

• What is TIN in business registration in Ghana?

The full meaning of TIN is Taxpayer Identification Number. It is a requirement for the registration of all businesses in Ghana. Ghana Revenue Authority is the agency mandated to issue TIN.

• Can registration of business in Ghana be done online?

Registration can be done online using the link below;

https://egovonline.gegov.gov.gh/RGDPortalWeb/portal/RGDHome/eghana.portal;jsessionid.

• What are the documents that are given after business registration?

For company limited by shares

• Certificate of Incorporation
• Form 3
• Beneficial Ownership Profile
• Constitution

For Company Limited by Guarantee

• Certificate of Incorporation
• Form 3B
• Beneficial Ownership Profile
• Constitution

• Do you have to register your business with any other agency after registration with Registrar General Department?

After registration with Registrar General’s Department, the other agency or agencies one would have to register with is dependent on the nature of the activity of the company. Agencies such as Ghana Investment Promotion Centre, Food and Drugs Authority, Ghana Standard Board, Environmental Protection Agency, Free Zones, Customs, etc. But registration with agencies such as Ghana Revenue Authority, Social Security and National Insurance Trust, and Municipal Assemblies are, however, compulsory for all Companies.

• Can a Sole Proprietor business be converted to a limited liability company?

A Sole Proprietor business, which is commonly referred to as Enterprise, is the commonest type of business registration amongst Ghanaians. The main difference between a Limited Liability Company is that sole proprietor registration, requires only one person to act as the proprietor, however, for a limited liability company, at least two directors, a secretary, an auditor and Shareholder(s)/Subscriber(s) are required for the registration. Moreover, for limited liability companies, there must be stated capital of which stamp duty will be paid. It is not so in the case with Sole Proprietor registration.  Therefore, to convert a Sole Proprietor, the above requirement should be met.

To convert a Sole Proprietor business into a limited liability company, the documents required are;

• Letter of Conversion (State the reasons for the conversion addressing it to the Registrar of Companies)
• Complete a full set of Limited liability Registration form
• Stamp duty on the stated capital and incorporation fee

• When do companies need to file for annual returns?

Every registered company is required to file for the first annual returns after 18 months of registration. However, is mandatory to file at end of every other year, and or Limited Liability Companies, not later than 30^th April of the preceding year and should be filed together with the signed audited accounts approved at an Annual General Meeting.

Every company except External Companies are required to file for annual returns eighteen months after the date of incorporation. External Companies file for returns in the subsequent year after registration. Also, Sole Proprietor businesses file for renewal in the subsequent year after their registration at the Office of the Registrar of Companies.

Annual Returns Filing Procedure

• Download and Complete the Annual Returns Forms from here https://www.rgd.gov.gh/forms.html.
•  Audited Financial Account for the Year
• Filing fee (GHS90 for companies & Sole Proprietor GHS60)

Note: Sole proprietor businesses do not need to submit Audited Financial Accounts for annual renewal filing.

For External Companies

• Download and Complete the Annual Returns Forms from here https://www.rgd.gov.gh/forms.html.
• Audited Financial Account for the year of the Parent Company.
• The filing fee of US$250.

To get every necessary information on registering your business in Ghana, kindly download our newly created Compliance Passport today